Service Agreement
This Master Service Agreement governs all project engagements between Northspec Studio and its clients, covering scope, payments, change requests, intellectual property, retainers, and liability.
Effective date: March 18, 2026
Parties & Agreement
This Master Service Agreement (“Agreement”) is entered into between Northspec Studio (“Northspec,” “we,” “us,” or “our”) and the client entity or individual identified in the applicable project proposal or statement of work (“Client”).
This Agreement governs all services delivered by Northspec, including software development, workflow automation, API integration, mobile app development, and ongoing support or retainer engagements. By signing a project proposal, statement of work, or retainer agreement, or by initiating payment, the Client agrees to the terms set forth below.
This Agreement applies to all engagements unless superseded by a separate written contract signed by both parties.
Project Scope & Execution
Each engagement is governed by a technical Statement of Work (SOW) that defines the architecture, integrations, and automated workflows to be implemented.
Technical Boundaries
Only the systems, APIs, and workflows explicitly defined in the SOW are included. Our focus is on high-value automation and system integrity; general consulting or content creation is excluded unless specified.
Requirement Reliability
The Client is responsible for the accuracy of business logic and data provided. If system requirements change materially after architectural sign-off, Northspec reserves the right to re-scope and re-price the engagement.
Timely Cooperation
To maintain deployment schedules, Clients must provide all necessary data, API credentials, and feedback within 48 hours of request. Delays may result in project suspension and rescheduling fees.
Payment Terms & Protection
Engagement begins upon receipt of the initial deposit. All payments are non-refundable once architectural or development work has commenced.
Commitment Fee
50% due on signing
Secures engineering capacity and initiates system architecture. Non-refundable.
Technical Milestone
25% at mid-delivery
Due upon delivery of the architectural midpoint or beta environment.
Deployment Phase
25% prior to go-live
Due in full before final system deployment or handover of production credentials.
Payment Enforcement
Full payment of the final invoice is required before system access is transferred. Northspec reserves the right to suspend API keys, pause automated workflows, or restrict access to production environments for any account with an overdue balance exceeding 7 days.
Retainer Billing
Retainer agreements are billed monthly in advance and require a 3-month minimum commitment. Capacity is allocated on a "use-it-or-lose-it" basis per billing cycle. Unused hours or workflow capacity do not roll over to subsequent months.
AI & Automation Disclaimer
Crucial for System Engagements
The Client acknowledges that AI-driven systems and automated workflows are inherently dependent on third-party models (e.g., OpenAI, Anthropic) and external data inputs.
Output Variability
AI outputs may vary and are not guaranteed to be error-free or fully autonomous. Northspec is not liable for hallucinations or unexpected logic paths from third-party LLMs.
API Dependencies
System performance is subject to the uptime, rate limits, and terms of third-party API providers. Changes in these external services may impact core functionality.
Data Quality
Automation accuracy is directly proportional to the quality of input data provided by the Client. We are not responsible for system failures due to corrupt or incomplete data.
Security Protocols
While we implement industry-standard encryption, the security of data in flight between third-party AI providers is governed by their respective security policies.
Intellectual Property
Intellectual property ownership is structured to give clients full ownership of custom work while protecting Northspec's reusable systems and tools.
Client Owns
Upon receipt of full and final payment, the Client owns all custom code, designs, and deliverables produced specifically for their project under this engagement.
Northspec Retains
Northspec retains ownership of all pre-existing frameworks, boilerplate, reusable components, internal tooling, and methodologies used in delivery. These may be used in other client engagements. Third-party libraries and dependencies remain under their respective open source or commercial licenses.
Portfolio Reference
Northspec may reference the project name, category, and general description in its portfolio and marketing materials unless the Client requests otherwise in writing prior to project completion.
Delivery & Acceptance
Deliverables are subject to a structured review and acceptance process to prevent open-ended revision cycles and protect both parties.
Delivery
Upon completion of a milestone or the full project, Northspec will notify the Client and provide access to deliverables for review.
Review Period
The Client has 7 business days from delivery notification to review deliverables and submit written feedback or identify defects.
Acceptance
Deliverables are considered accepted if no written issues are reported within the 7-day review window. Silence constitutes acceptance.
Bug Fix Warranty
Bugs or defects within the defined scope reported within 30 days of final delivery will be corrected at no additional charge. Issues caused by client-side modifications, third-party changes, or out-of-scope requests are not covered under this warranty.
Revision Limits
Revisions during the review period are limited to fixing functional issues against the agreed specification. Design or feature changes beyond the original scope are treated as change requests.
Timeline & Client Responsibilities
Project timelines are established in the scope document and are dependent on mutual cooperation. Northspec will make reasonable efforts to meet agreed timelines, subject to the following:
Client Delays
Timelines may be adjusted if the Client is unresponsive, delays required approvals, or fails to provide necessary materials, access, or feedback within agreed windows.
Feedback Windows
The Client agrees to review and respond to deliverables, design reviews, and approval requests within 5 business days. Extended delays may result in timeline adjustments at Northspec's discretion.
Third-Party Dependencies
Timelines involving third-party APIs, platforms, or integrations are subject to the availability and behavior of those services. Northspec is not liable for delays caused by third parties.
Force Majeure
Neither party shall be liable for delays caused by events outside their reasonable control, including outages, natural events, or regulatory changes.
Ongoing Services & Retainers
Retainer engagements provide a monthly allocation of ongoing development capacity. These terms apply in addition to the retainer-specific plan selected.
Minimum Commitment
Retainer engagements require a minimum commitment period (typically 3 months for standard plans, 6 months for Dedicated Team). This period begins on the first billing date.
Monthly Capacity
Retainer hours or capacity are allocated per billing cycle on a use-it-or-lose-it basis. Unused capacity does not roll over unless explicitly agreed in writing.
Scope Flexibility
Within the monthly capacity, the Client may direct work across maintenance, feature development, and support. Major new systems or products outside the original project scope may require a separate project agreement.
Support Not Included in Projects
Ongoing support and maintenance after project delivery is not included in project pricing. Continued access to engineering support requires a separate retainer agreement.
Cancellation
After the minimum commitment period, either party may cancel with 30 days written notice. All work completed and hours used through the final billing cycle are payable in full.
Hosting & Infrastructure
At project delivery, the Client selects one of two hosting arrangements. This choice determines post-delivery responsibility and retainer eligibility.
Client-Hosted
- ›Client provisions and manages all infrastructure
- ›Northspec delivers the completed work and steps back
- ›Client assumes full responsibility for uptime, security, and maintenance
- ›Northspec bears no liability for issues arising post-delivery
- ›Retainer plans are not available for client-hosted deployments
- ›Future fixes or changes require a new paid engagement
Northspec-Hosted
- ›Northspec hosts and manages all infrastructure on its systems
- ›Direct access enables faster incident response and automated fixes
- ›Client is eligible for retainer plans and ongoing support
- ›Proactive monitoring, patching, and uptime management included
- ›Most issues resolved without requiring client involvement
Clients who initially chose self-hosting may transition to Northspec-managed infrastructure under a separate infrastructure onboarding agreement.
Confidentiality
Both parties agree to keep confidential any proprietary, business, or technical information disclosed during the course of an engagement (“Confidential Information”).
Client Confidentiality
Northspec will not disclose the Client's Confidential Information, including project details, business logic, or system architecture, to third parties without written consent, except as required by law.
Northspec Confidentiality
The Client agrees not to disclose Northspec's internal pricing, methodologies, or proprietary systems to third parties.
Duration
This confidentiality obligation survives termination of the engagement for a period of two (2) years.
Warranties & Disclaimers
Northspec Warrants
- ›Work is performed professionally and with reasonable skill and care
- ›30-day bug fix warranty post-delivery for in-scope defects
- ›All original code is created by Northspec or properly licensed third-party components
Northspec Does Not Warrant
- ›Specific business outcomes, revenue results, or user growth
- ›Uninterrupted or error-free operation of third-party services
- ›Continued availability of external APIs or platforms integrated into deliverables
Limitation of Liability
To the fullest extent permitted by applicable law, Northspec Studio shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost revenue, lost profits, loss of data, business interruption, or system downtime, arising from the delivery or use of any services or deliverables under this Agreement.
In no event shall Northspec's total cumulative liability for any claim arising out of a service engagement exceed 50% of the total fees paid by the Client for the specific project phase or milestone giving rise to the claim.
This limitation applies even if Northspec has been advised of the possibility of such damages. Some jurisdictions do not allow exclusion of certain damages; in such cases, Northspec's liability is limited to the maximum extent permitted by law.
Termination & Exit Terms
Either party may terminate an active engagement with 14 days written notice, subject to the following:
Work Completed is Billable
All work completed and technical resources allocated up to the point of termination are due and payable in full. Deliverables remain Northspec property until settled.
Deposits Are Non-Refundable
The initial deposit is non-refundable once architectural discovery, system specification, or development work has commenced.
Northspec-Initiated Termination
Northspec reserves the right to terminate immediately in cases of non-payment, material breach of these terms, or conduct that makes continued engagement untenable.
Technical Handoff
Upon termination, Northspec will provide a standard handoff of technical assets and credentials. Deep-system handoff or infrastructure migration is billable as a separate phase.
Governing Law
This Agreement is governed by the laws of the United States. Any disputes arising from this Agreement that cannot be resolved informally shall be submitted to binding arbitration in Northspec's operating jurisdiction. Both parties waive their right to a jury trial for any matter arising out of this engagement.
Contact
Questions or concerns regarding this Agreement should be directed to: